Taking Care of Family Pt. 11

"Oh, God!" she cried out over and over as her body convulsed repeatedly from her orgasm. My mother's hand was quickly covered with Carrie's pussy juices and Mom quickly shifted her mouth from Carrie's breast down to the other woman's cunt. Mom knelt between Carrie's legs and I watched pull the crotch of Carrie's panties to one side before eating out her friend's dripping wet cunt with gusto. I was so caught up in watching my mother, I completely forgot about Carrie's heaving chest just inches from my face.

Mom didn't spend too long licking Carrie's pussy clean and then she slowly rose up with a smile on her wet face. Looking down at me, she commented, "Your turn!" she said with that familiar wolfish smile. Without waiting for my understanding, Mom reached down and started releasing my belt. Carrie had recovered enough from her orgasm to try and help and I watched with nervous excitement as their four hands fumbled and grasped to pull my pants down.

As they tugged my slacks down, my boxers slid about half way down with them and the shape of my stiff dick under the thin cotton material was clear to see. Mom tugged my shorts all the way down to my knees with my slacks and then knelt down to take my cock in her hand. The vision of her licking and sucking the head of my cock left me reeling. I had fantasized about her sucking me off, but never thought for a minute it would actually happen.

"My turn!" Carrie said after a couple minutes of watching my mother suck and play with my hard cock. My shaft was throbbing in her grasp and glistened with the wetness left after she toured it with her mouth and tongue. Carrie forced her way in and Mom reluctantly moved back so that Carrie had her chance to enjoy my cock for the first time that night. She had never taken more than half my cock in her mouth before and this evening was no different. When pre-cum started seeping out from the tip of my dick, she licked it up quickly.

"Let me taste him," my mother said almost begging. Carrie relented and my mother picked up where her friend left off. However, Carrie didn't move away completely. Instead, she managed to get my mother to give her enough room so that she could suck and play with my balls in her mouth while Mom sucked my cock. Mom quickly took half my stiff dick in her mouth and then slowly pushed herself down further. I felt the head of my dick against the back of her throat and as she pushed her tongue out under my shaft, it started to move further down her throat.

I found myself holding my breath while my mother made three attempts to deep-throat my entire cock. Carrie had moved out of the way and on Mom's third try, she made it all the way down. Her lips were barely touching the base of my cock and I could see her struggling to breathe and prevent her gag reflex from making her choking. She held my entire length inside her mouth and throat for several seconds before carefully backing off. She held my cock in her hand while catching her breath and then started jacking it with the head back in her mouth.

I thought I was doing a good job of keeping myself under control, but whatever she did caused my cock to explode in her mouth with a delivery of fresh, warm, sperm. Mom gave a muffled moan of delight as the first jet of cum shot into her mouth. The second and third spurts quickly filled her mouth more than she expected and trails of the white cream dribbled out of the corners of her mouth. She moved back so that just the head of my twitching cock remained between her lips and then swallowed the warm cream filling her mouth.

When my mother finished sucking my cock dry, she sat back on her heels and looked at me and then Carrie with a delighted smile. "Oh my God! You were right! He does taste very good! Mmm!" she said.

Carrie just grinned back at her. "I think you're the only one who hasn't been completely satisfied, yet," my lover told Mom.

"Oh, I certainly wouldn't say that I'm not satisfied," Mom replied. "You have no idea how jealous I've been of you having my son all to yourself the last few months. But, if we're going to go any further, perhaps we should go back to my bedroom and get more comfortable."

Needing no further urging, I managed to stand up without tripping over myself and pulled my pants up to fasten loosely around my waist long enough to walk back to my mother's bedroom. Carrie also stood up, but left her dress open rather than bother to tie it. Likewise, Mom stood up smoothly and left the front of her dress unbuttoned, but she did pick up her bra which was laying on the floor next to her.

I held Carrie's hand and we followed my mother down the hall towards her room. "If anyone needs to use the bathroom, now would be a good time," she said over her shoulder as we passed by the darkened bath.

Mom left the ceiling light off when she entered her room and instead, just turned on one of the nightstand lights to a low brightness setting. "There! That should be romantic enough for our evening, don't you think?" she said as she looked back at Carrie and me.

"Sure," I said while Carrie just nodded her approval.

"Maybe you'd like to finish undressing us yourself?" Mom suggested to me. Without waiting for my answer, Carrie moved over to stand next to my mother.

I stepped closer and slowly opened the rest of the buttons on Mom's dress and then spread it apart to give me an unobstructed view of her bare tits. I leaned in and lovingly kissed each nipple and then slowly pulled the top of her dress off of her shoulders and let it fall down around her arms. While it slipped down the rest of her body a little, it still remained held up around her waist. I tugged it a little more and watched it fall easily to the floor around her ankles. That's when I saw that she had not been wearing any underwear all night. "Someone is being quite the little slut tonight, isn't she?" I commented with a raised eyebrow.

She delicately stepped out of her crumpled dress and I picked it up to lay neatly over the nearest chair.

Turning back to the two women, I got my first full view of my completely nude mother just a few feet away. I was completely taken aback by how beautiful she really was. Her breasts sagged a little, but still had a delightful shape to them. Her areolae were dark red and perhaps 1-1/2 inches in diameter, and her inch-long nipples stood out prominently. I detected just a slight bulge in her tummy and just below that was a small patch of very light brown hair just above her pussy. Her legs seemed longer and more slender than when she was dressed and I had to admit that both her arms and legs had very attractive muscle definition that made her look much younger than her 43 years.

Carrie and I had undressed each other several times in the past and we both enjoyed the buildup it provided to our eventual coupling. Because of the style of her dress, as soon as I slipped it over her shoulders, it fell off of her. I picked her dress up and neatly laid it over the same chair as my mother's dress.

Another game that Carrie liked to play was being the high-price call girl. She would dress in such a way that she looked both classy and elegant, but also ready for nearly immediate sex play. She surprised me once by wearing a shelf bra that held her nice firm tits up high, but left the upper half of her breasts uncovered, including the nipples. Her upper body wear usually made it obvious that she was wearing a bra, but at the same time, her nipples could be much more prominent than you would expect from being covered by a bra.

Carrie blushed slightly and smiled as she glanced away briefly. "Maybe my lovely little slut can help me with this last item on my girlfriend?" I suggested. I motioned for Mom to move down on one side of Carrie who remained standing in eager expectation while I moved to her other side. I leaned in and took the very thin side strap of Carrie's thin, lacy panties between my teeth and Mom followed my lead on the other side. Together, we started slowly tugging Carrie's panties down and once it was past the largest part of her thighs, it remained held up only by our teeth. I let go of my side and Mom let go of hers to let Carrie's almost comically small undergarment fall to the floor.

I stood back up and kissed Carrie tenderly and with complete love. Next, I kissed my mother's lips. It was the first time we had ever kissed as lovers and her response was immediate. Her mouth opened to let me in, but when she raised her arms to try and hold me, I caught them and pushed them gently back to her sides. I continued to hold her arms down as our kiss deepened and our tongues met for the first time. Wanting more, I started to turn and back her towards the side of her bed, but she stopped me before I sat her down on it. "Not yet," she whispered breathlessly. "I need to see you."

Her comment was not a request. She pulled her arms free from my loose hold and swiftly released the belt that was the only thing holding my slacks up. They fell immediately to the floor and she wasted no time yanking down my boxers to join them. I managed to kick off my shoes so that I could step free of my trousers and underwear while Mom busied herself with undoing the buttons on my shirt. While she did that, Carrie moved my pants and underwear out of the way and then returned to take off my socks. She finished just before my mother did and helped remove my shirt and put it away while Mom stood gazing at her young son's naked body for probably the first time since I was an infant.

My cock was soft, but still quite engorged and must have made a positive impression judging by the way her eyes remained locked on it for what seemed like a long time. After what seemed like a reasonable length of time, I interrupted her lascivious thoughts.

"Ahem." I once more took her arms and guided her onto the bed. She sat down on the edge and I pushed her back and turned her until she was lying lengthwise in the middle of the bed. Carrie and I both climbed up to crouch down on either side of my mother and then came to an agreement on what to do.

Carrie insisted that I eat my mother cunt first while she had my mother eat hers, again. She straddled my mother's face and lowered her pussy as my mother's tongue snaked up to savor her best friend's cunt. I watched for several seconds and then took position between my mother's legs, spreading them wide and getting my first up close and unobstructed view of her pussy.

My mom's pussy was bare, but she maintained a small "landing strip" of thin, light brown curls just above it that was so light colored and thin, that it was barely noticeable. I mentally compared it Carrie and Kacie's wonderful pussies, which I was most familiar. Carrie had a thicker bush that completely covered her cunt, but she also kept it trimmed to a neat triangle that remained small enough to be covered by all but the tiniest of panties or thongs. Kacie, on the other hand, kept her pussy completely shaved and while I enjoyed the look, the slight stubble around her plump outer lips was irritating the few times I had eaten her out.

Mom's labia were already wet and swollen, and had a darker shade of color than Kacie or Carrie. I delicately opened her lips wide with my fingers and saw the thick juice from her earlier excitement covering the inner pink folds. Opening these inner folds showed me her slightly open hole as well as her clit and urethra. I leaned in and slowly licked her cunt from the very bottom all the way to the apex several times. Each pass of my tongue pressed a little harder and on the third one, I felt the small hard bump of her clit rising out of its protective sheath.

My mother's hips began moving up and down under my mouth and at the same time, I heard her sounds of pleasure as she licked and sucked Carrie's delicious pussy. I changed tactics and started sucking her clit and running my tongue all over it while holding it in my lips. When I carefully increased the pressure of my lips on her enlarged clit, Mom groaned louder and her hips dropped down as if trying to escape me. I let my teeth scrape over her clit, which caused her to cry out and jerk her body away, but then she almost immediately pushed herself back into my face.

Leaving her clit for a minute, I ran my tongue over the rest of her pussy and spent some time sucking and nibbling on her inner and outer labia. I was suddenly distracted by the sounds of Carrie climaxing over my mother's face and my mom working quickly to lap up every drop of Carrie's pussy juice as it gushed out from deep inside her. I grinned as I remembered how much juice Carrie exuded when she climaxed and was sure Mom wouldn't be able to keep up.

I rose up to give my tongue a rest and shifted to fingering my mom's deep hole. I found her to be similarly tight as Carrie at first, but she quickly dilated and I found myself with three fingers plunging in and out of her without the slightest resistance.

"Make love to me!" I heard Mom begging from underneath Carrie's dripping cunt. "Please, I need to feel your cock inside me!" she pleaded. I looked up at Carrie to see what she wanted me to do and she nodded her silent agreement. My dick wasn't hard, but was still quite thick and long. I reached down to stroke myself back to a full erection while going back to eating out Mom's pussy. In a minute or so, I was ready to enter her, so I straightened up and moved myself up closer between her legs. Carrie watched me guide the head of my cock between Mom's thick, dark purple, protruding labia and I noticed my mother taking a deep breath and holding it in anticipation of my penetration.

My cock slid into her easily and once more, I felt the indescribably wonderful sensation of a warm, wet pussy enveloping my cock. As I moved deeper inside her, I felt more resistance and constriction and decided to give her time to adjust to my fat cock. I made several slow, short thrusts that only went maybe half the length of my shaft. Each time, I pressed a little deeper, but stopped when I felt any significant restriction in her cunt. After maybe a half-dozen thrusts, I plunged all the way in and my mother gave a loud gasp.

Carrie was still straddling my mother's head, but had raised herself up so that Mom could focus more on me fucking her pussy. To keep herself busy, Carrie started playing with Mom's tits and I watched her pulling and twisting Mom's nipples much harder than I ever did to Carrie. Not surprisingly, Carrie knew my mother's sexual tastes better than I did. I immediately noticed Mom's pussy become even wetter in response to the punishment Carrie inflicted on her tits.

After a couple minutes of me fucking my mother, Carrie moved to her side and began sucking and roughly fondling Mom's tits until she climaxed with a mighty orgasm. Mom gave a loud cry and her hips rapidly bucked up and down as if trying to drive me further into her than I could physically reach. I held on to her tightly and drove myself into her until my pubic bone was slamming into her unprotected pussy. I held her in that position and felt her body quiver until the throes of her orgasm finally subsided. When she appeared spent, I slowly withdrew and she gave a strange mewling sound of disappointment when my cock exited her sopping wet cunt. I took Carrie and positioned her on her hands and knees over my mother in preparation for me fucking her doggy-style. I let her adjust herself so that Mom could more easily reach Carrie's small, round tits as they hung down over Mom's face, and then lined myself up behind my lover's large, perfectly round ass.

I guided myself into her waiting pussy and heard her suck in her breath as my cock slowly filled her. I began leisurely thrusting in and out of her and could see my mother reaching up to capture one of her best friend's swinging breasts in her mouth. The room seemed strangely quiet except for the faint wet sounds of my cock sliding in and out of Carrie's cunt and my mother's slight sucking noises as she enjoyed Carrie's tits.

After several minutes of relatively languid fucking and sucking, I announced I was getting ready to cum again. Carrie started rocking back and forth into me faster and my mother had to give up on trying to hold on to the other woman's rapidly moving tits. I felt the pressure and tingle of excitement growing in my balls and held on as long as I could before jamming myself balls deep into Carrie's cunt and unleashing a much smaller load of my sperm into her.

My climax was shorter, but no less intense than the first one. As soon as I was spent, my mother struggled to get out from under Carrie. "I want to eat all your cum from her," Mom said breathlessly. Carrie allowed herself to be rolled over on her back and Mom quickly dove into her. I watched spellbound at the enthusiasm Mom showed in eating Carrie's pussy. She worked to get as much of my white sperm sucked out of her friend's cunt and zealously licked it up. In the process, she brought Carrie to another climax and when Carrie finally came down from her sexual high, Mom appeared exhausted and ready to relax and Carrie was equally sapped of energy.

I laid down next to Carrie and put my arm around her to hold her close. Her eyes were closed and I could feel her heart still pounding under my arm and she regained her breath. "Oh, my!" Mom said in a weary voice. "I can't remember the last time I did something like that." She snuggled up on the other side of Carrie, but reached over to fondle my limp cock. "I can't believe I've been living with such a stud for so long. It's probably a good thing I didn't know what I was missing or I would have raped you every night," she added with a tired, happy smile.

"Don't get any ideas!" Carrie warned with her eyes still closed. "I don't mind sharing him with you, but he's still mine."

"You two are nuts!" I exclaimed. They both just looked at me with matching smiles. The three of us remained in a loose tangle as we kissed, sucked, fondled and savored one another until we dozed off.